# IP Assignment Agreement

> An IP assignment agreement transfers ownership of copyright, code, designs or inventions from the creator to the company. Under Section 19 of the Copyright Act, an assignment must be in writing, and if it doesn't state the duration it is deemed to be for five years, and if it doesn't state the territory, for India only. Founders' pre-incorporation work and freelancers' work need express assignments; investors check for them in due diligence.

Practice: Legal Documents & Agreements — https://www.industax.com/services/legal-documents/

Employees' work made in the course of employment usually belongs to the employer for copyright, but founders' work before incorporation, consultants' work and inventions need explicit assignment. Missing assignments are one of the most common due-diligence findings for startups.

We draft assignments that are worldwide and perpetual, cover future improvements, address moral rights and include cooperation for registrations, and we check stamp duty in your state.

## Key facts

| Item | Detail |
| --- | --- |
| Law | Section 18–19, Copyright Act 1957; Patents Act for inventions |
| Form | Written and signed by the assignor |
| Default duration | 5 years if not specified |
| Default territory | India if not specified |
| Lapse | If assignee doesn't exercise rights within 1 year, unless agreed otherwise |

## Who needs this

- Startups before fundraising
- Companies using freelancers and agencies
- Founders who built the product before incorporation

## What's included

- Assignment drafting
- Founder and contractor versions
- Stamp duty guidance
- Due-diligence clean-up

## Documents

- Description of the IP
- Creator details
- Existing agreements

## Process

1. **Identify** — IP and creators listed.
2. **Draft** — Assignments prepared.
3. **Execute** — Signed and stamped.

## FAQs

### Does the company automatically own what founders built?

Not work created before incorporation or outside employment. A written assignment from each founder to the company is needed.

### Is a general clause in an invoice enough?

Usually not. Section 19 requires a written assignment identifying the work, rights, duration and territory; a vague invoice line is risky.

### Should the assignment be registered?

Copyright assignments don't need registration to be valid, but recording assignments of registered trademarks, designs or patents with the relevant office is important.

## Official sources

- India Code — central Acts: https://www.indiacode.nic.in/

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Canonical page: https://www.industax.com/services/legal-documents/ip-assignment-agreement
Publisher: Indus Tax — CA-led tax and compliance firm (https://www.industax.com). Contact: info@industax.com, 9059139258.
This is general information, not advice for your specific facts.